All That Glitters
by Page of Pentacles
Summary: Once upon a time there lived a young woman with a simple life in a quiet town. That all changed when Emma arrived. Helen begins to find herself & her voice, while echoes of the past resonate louder. A search for truth and honor in two worlds. Gold/OC


**All That Glitters**

**Disclaimer**: I do not own Once Upon a Time, it belongs to Disney and ABC.

Note: This is a teaser/prologue to see if there might be interest. I am a senior in college, about to graduate. I am finishing my thesis, so my time is severely limited. Therefore,_ if_ this were to continue, any updates would be sporadic.

* * *

><p>"<em>All that glisters is not gold; <em>

_Often have you heard that told: _

_Many a man his life hath sold _

_But my outside to behold: _

_Gilded tombs do worms enfold. _

_Had you been as wise as bold, _

_Young in limbs, in judgement old _

_Your answer had not been inscroll'd _

_Fare you well, your suit is cold." -_William Shakespeare, _The Merchant of Venice_

* * *

><p>She exhaled with a loud huff of air as she leaned against the tree. Looking at her companion she could tell he was just as tired. She sat down at the base of the tree, trying to catch her breath, her long strawberry blonde braid falling over her shoulder. She didn't mind sitting on the forest floor, she no longer minded getting dirty. There were things that were more important. She left all that behind when she began this quest, her jewelry and fancy dresses, all that mattered was breaking the spell. She glanced again at her friend, "Well, at least we escaped."<p>

He seemed to narrow his eyes at her, but said nothing. He was brooding, fuming, and maybe even pouting a little. His expressions were difficult to read these days.

"Come on! Don't give me that. We had to try Kendrick!"

Again, he gave her no response.

She rolled her eyes. If all princes were like this she would be happy ever after without one. She knew what he was really doing though. He was acting mad, and sure he probably was a bit angry, but it was really a font to hide his frustration. She crossed her legs beneath her rough brown-green skirt, and leaned over a little. This was all her fault. She had been the one to get him into this mess. And by the Blue Fairy she would see this through, she would make things right.

The only problem was how long it was taking. It had been a year already surely. It was hard to keep track when you spent most nights in the forest wandering from kingdom to kingdom. They had been trying so hard. He was her greatest concern though. If he lost hope, lost his spirit, what would happen? She did not want to admit it to herself, she had been denying it, but no longer could she. The spell was growing stronger. His language was simplifying, speaking less frequently, his face showing less and less expression. He was growing less human by the day. How long before he stayed that way. How long before time ran out?

"We'll do it, Ken. We'll change you back into a handsome prince, I swear it! Just don't give up! There is a princess out there somewhere who will be able to look past your condition and will help you! They can't all be as bad as the last one!"

He turned and began to walk away from her on his short stubby legs. He wanted to be alone.

"Don't go far." She told him.

All she got in return was a quiet, "Ribbit."

She sighed once more. She couldn't afford to lose hope. Ken was counting on her. So was she, she would never forgive herself if she couldn't reverse the spell. There had to be some Kingdoms left to try. Reaching into her small satchel she pulled out a worn map of the Enchanted Forest, and the surrounding provinces. Small red marks were scattered across the map, showing were they had been already. There were not many left now, and the closest one, she stopped.

Directing her attention elsewhere she lifted her head and said, "I know you're there."

A high pitched chuckle, almost a giggle really was her answer. She turned to look only to find him right beside her, making her jump and gasp aloud, which of course had him letting out another strange laugh, though this time a little deeper in timber. "Don't scare me like that!" She chided.

He grinned, "ah, sorry dearie. You were so lost in thought, concentrating."

"What do you want?"

"Must I always want something? Can I not simply _drop in_ to see you?"

"If you were anyone else you could. But you are who you are."

He nodded, his playful gaze sobering. "Aye, that I am. Just as you are who _you_ are. Tell me, _Honey_ my sweet, how goes your search?"

She frowned and looked back at the map, unable to make his steady gaze. "Not so good. But you knew that already. Have you come to gloat? Because, I _will_ fix this, I swore an oath, and I am true to my word!"

"Hmm," he mused, a small tight lipped smile growing on his lips. His gaze was intense and drew hers in, she could not look away. For once he did not voice his thoughts, but she knew he thought plenty about what she had said. There was something in his eyes though, something that drew her curiosity, something she could not put her finger on just yet. He blinked, and the moment was over, his pull on her released, and she let a breath out not realizing she had been holding it. "Well! Where to next?"

"I hadn't decided." She told him.

"_Really?_ I would think you would head here." He suggested, pointing at a spot on the map in her lap, his finger heavy against her. "It seems the closest, and one of the only places left to try."

"Yes, that's true."

"But…?" He asked, drawing the word out intentionally as he drew the answer he already knew from her lips.

"I am not sure I can. I don't know if I'm ready for that."

"Oh? And why would that be dearie? What could hold you back?"

She looked over at him again; his face was so close to hers. "I'm not sure I can do it: face them, and face _her_. I am afraid to go home."

He smiled at his victory, and then whispered, "Home is where the heart is."

She scoffed. "Right and the Emperor's brave little tailor out did himself with such extravagant and flattering new garments!"

"I don't lie dearie, and I don't take well to such insinuations. I'm a man of my word." He declared, his voice dropping in pitch with every sentence until it was a low baritone.

"How would you know? Do you even have a home?"

"I'm not completely heartless. Of course I do." He leaned back settling beside her and tilted his head as though to regard her from a new angle, trying to bend the light. "There was a time you would have given _anything_ to get back home."

"Things change. That was a long time ago."

"Only a year."

"A lot can happen in a year."

They sat quietly for a moment. It was surprisingly comfortable, the lull between them as they shared companionable silence. It was then that she realized, she didn't fear him. And even with all that he had done, all he had put her through, she felt somehow safe with him. It was confusing. It was wrong.

"Would you tell me something?" She asked quietly.

"Perhaps."

For a price no doubt. She rolled her head just as he did, to look him in the eye. "Are we running out of time? I mean, Kendrick seems less human every day, and he's losing hope, I'm afraid that…is there a point when the spell can't be broken, and he'll be stuck like this, forever?"

He mulled over her question, while she starred imploringly at him. Hoping this man, this imp, of all people would reassure her, would give her hope and calm her fears.

"Hope is a strange thing. It works quite mysteriously. Just like magic."

"But all magic comes with a price." She replied, quoting him.

He grinned at that. "Right you are dearie!"

"So, I don't understand. Is there a time limit?"

"Oh, I don't know about that, Honey. I use magic; I allow it to take form, to do as it will. Even I don't know all of its mysteries and methods."

She smiled at that, a true smile and it lit up her dirty face. Though she did not know, he thought it was the first time she looked like herself since she had begun this little journey. "Ha, something even _you_ don't know? And you admit it!"

He smiled back. "No one is perfect."

She let out a soft laugh, and it lightened both their hearts. That was cue enough for him, and he stood to leave. "I meant what I said sweet, home is where the heart is." He stepped behind the tree and was gone. Honey looked back down at the map, worrying her lip as she planned their next step.

* * *

><p>"Two orders of French toast with eggs, one scrambled, and one poached." Ruby declared as she set the plates down. The precocious waitress glanced under heavily made up eyes at the empty seat across from her. "Isn't Fred with you?"<p>

"Running a bit late, that's all. Thank you."

Ruby nodded to her mug, "would you like a refill?"

"Yes, thank you."

While Ruby ran to get her more coffee she drummed her nails on the table. Her eyes flickering to her watch, seven-forty. She sighed and glanced instead at her plate. Her mother had been very strict about table manners and etiquette. This included the rule to not eat until everyone was present and had their meal. If only she knew how long he would be. He hadn't even texted her. It was the least he could do, honestly.

She had told Ruby he was late, and she was sure he was, but that was only because they had breakfast together every morning for as long as she could remember. Every day, except weekends. Those mornings they had to themselves. So she was sure he was coming, but in the back of her mind a thought grew, becoming louder with every tick of the clock. Was he coming? Was he delayed? Had something happened? Surely nothing too serious or he would have called, someone would have.

"Here you go Helen." Ruby broke her thoughts as she set a fresh mug down. She then turned to the next table only to stop short, "Hey Fred." She greeted, before moving on to Mary Margret who had just walked in.

Fred slid into the booth across from her. "Morning." He picked up his utensils and checked the temperature of his food. Curious how long she had been waiting but too afraid to ask.

"Good morning Freddie." She replied with a frown. Her eyes following his movements even as she picked up her own fork. "You're late."

"Yeah, sorry. Slept past my alarm, I guess. Then the clock tower really threw me for a loop! I really lost track of time."

She blinked her green eyes. "The clock tower? What's that have to do with anything? Least of all why you're late?"

Fred shrugged one shoulder, his mouth full of poached eggs. "Eds werkng."

At her disgusted face Fred rolled his eyes. Swallowing before repeating himself, this time more clearly, "its working."

Her head snapped to the window so fast it there was a small pop. Her wide eyes stared at the clock tower, seven-forty-five. Her shoulders slumped, and her fork made a small clinking sound as her wrist dropped down. "What? But how? It's broken. It's always broken. It's been broken forever, since we were kids?"

"Well it seems fine now."

"Did someone fix it?"

"I don't know, not that I know of." Fred dismissed the notion. He took in Helen's appearance then, "Are you alright? Why are you so worked up?"

"Because I…" She trailed off, looking down in thought. When no answer came to mind she continued, confused, "I don't know why."

"Its fine Helen, it's just a stupid old clock, no big deal."

She nodded slowly, "yeah, you're right."


End file.
